Backstabber
by PixelEm
Summary: Mater had never felt like this before. But he was sure of his innocence, certain all he'd ever been since the Tokyo incident was just a free spirit turned into a scapegoat. And he'd had enough of feeling like this, feeling as though even the simplest of his mistakes would instill in his friend nothing but hatred for him. "Make him realize how much he's hurt you..." (AU)


**This one-shot requires some explanation. I was re-listening to the** **Cars 2** **commentary and John Lassetter mentioned how in an extremely early draft of the movie, Mater actually does get to warn McQueen about the Lemons' plot to murder him, only McQueen doesn't believe him. This story is supposed to be an idea of how that might've turned out.**

 **Another reason why I really needed to write this: I'm frustrated. Recently one of my uncles pretty much gave the middle finger to everything I'm passionate about (animation, writing, etc), calling it all "meaningless crap". Because of this, I've been in a bit of a creative slump lately. But then I remembered something I learned from** **Inside Out** **: you need to release your pent-up emotions. So I can relate to the lead character in this fic unbelievably well.**

 **With all that out of the way, please enjoy my first published** **Cars** **fic! :D**

 **DISCLAIMER: If you're looking for the owners of** **Cars** **, please direct your attention to the glorious man in the animation Hawaiian shirt and the building with a giant lamp sitting in front of it.**

Wind bit at Mater's face as he soared through Porta Corsa, his tow hook secured on the back of a speeding boat, his weight suspended in the air thanks to the parachute sprouting from his trunk. He was aware of the screaming of cars below – either from the race that was going on or from the sight of a rusted tow truck flying across the sky, he didn't know for sure – but not once did he pay it significant attention. All he cared about in that moment was to reach that podium he had his eyes locked on, the one where a certain sports car's bright crimson and yellow paint shone in the sunlight, almost like a beacon.

Mater hadn't known fear before. Sure, he'd been scared back when almost no one entered Radiator Springs anymore save for the occasional lost traveler, afraid that his town would never see another good day. And he'd definitely watched enough movies to feel terrified for the outcomes of fictional characters and worlds. But now, after barely escaping bullets put through his brain in the Lemons' discussion room, not to mention Professor Z's firm announcement that their next target was his best friend – plus the fact that they wouldn't just hurt McQueen, but actually _take his life_ – Mater was certain he knew what true terror felt like.

" _They're gunna kill 'im…"_ A voice in Mater's head chanted, _"They're gunna kill 'im, they're gunna kill 'im…"_

He had to get there; he just _had_ to. He'd let McQueen down enough times before. If Mater didn't warn him in time, if the Lemons really did get the chance to…

Mater shook his cab, firmly pushing away any negative possibilities. _"He's gotta listen ta me… He's just gotta. If he ain't gonna listen, he'll- "_ "Whoa-ho!"

The tow truck suddenly realized his hook was no longer attached to the speedboat. He felt himself descending. He yelped, his eyes widening, his tires flailing.

The fronds of a palm tree slapped him across the face, his body slammed into a hotel sign. And, lastly, before he could issue any warnings, Mater got a face full of red, white, green, and a shocked red forklift.

~x~

"S'cuse me! Pardon me! Sorry, I just really gotta git through!"

Mater came to screeching halt outside the gate that kept him from reaching McQueen, spraying a few flecks of dirt as he did so. The two small security cars stationed there, upon seeing him, immediately tensed and held out their tires to keep him at bay.

"Whoa, whoa, whoa," one car shouted at him, "where do you think _you're_ going?"

Mater figured they noticed his new 'outfit'; he'd realized he gained quite a few trinkets from his tumble through the sky when he recovered from the fall and began speeding past the other vendors. Some palm tree leaves stuck to his roof, making it look as if he were wearing some kind of Mardi Gras hat. The first three letters of that hotel sign hung from his mirrors like a necklace, and when he crossed his eyes he could see a plethora of memorabilia for that Italian Formula One race car.

But like Mater really cared about how he looked. He only wanted to get to his friend before the Lemons could.

"Yah gotta lemme through!" Mater pleaded, "Listen, someone's been sabotagin' the races an' hurtin' the cars, and _Ah_ know who!"

While one security car merely raised a brow at him and the other muttered something into his radio about maniacs in rapper necklaces, Mater's eyes darted around, desperately searching for any sign of-

Mater gasped. "McQueen!"

He was right there, just beyond the gate, being escorted into another building to escape the paparazzi.

The fact that he was so close to reaching his best friend was not what made Mater exclaim though; it was McQueen's face.

From a large television screen he'd passed after he'd made it out of the sea of merchandise, Mater saw that McQueen had won the last race. It'd been incredibly tight, but he'd still won. The stock car should've been elated, especially after how Mater had screwed up any chances of him winning in Tokyo, the truck recalled with a pang. And yet he wasn't. His blue eyes looked clouded, tired even, and not once did he look up from the ground as he entered the building. A deep frown pierced his grill. He appeared much lower on his chassis than normal.

The last time Mater had seen McQueen look that depressed was after Doc had passed away. It killed the truck to see him like that.

A flame sparked in Mater's engine.

" _Ah gotta save 'im."_

"McQueen! _McQueen!"_ Shutting his eyes, Mater took off with a burst of speed through the gates, the impact causing his many trinkets to fly off of him. He barely heard the angry shouts of the security guards over the pounding in his head. He felt as if he could explode with the determination pulsing through his framework.

" _Ah'm comin' fer ya, McQueen. Ah won't mess up again. Not dis time."_

~x~

"McQueen!" Mater burst through the doors, skidding a bit as he tried to stop himself from crashing into the stock car. "McQueen!"

McQueen started at the sound of his voice, reversing in surprise. Upon seeing him, however, his eyes grew to the size of hubcaps. The clang from his bumper hitting the floor echoed throughout the room. "M… _Mater?"_

In that split second Mater's mind went blank. He blinked a few times, his eyes widening with each one. It might've just been the urgency of the situation causing his imagination to go awry, but… was that a _tremble_ in McQueen's voice?

 _"Is he…? Is he actually…?"_

McQueen's next actions confirmed it: his lips curled into a smile, and he accelerated, lifting his right side to embrace Mater's fender with his tire. "Mater! Oh, thank the freaking Manufacturer, you have no idea how _happy_ I am to see you!"

Mater felt his own grin creeping across his grill as he stared down at his friend. His engine seemed to flutter.

 _"He's… He's happy tah see me_. _After ev'rythin' Ah did in Japan- "_

Something jabbed at Mater then, reminding him of his original objective. In an instant the joy disappeared to make way for his prior panic.

"McQueen, Ah'm sorry, but Ah…" Mater gently pushed McQueen away with a tire, shaking his cab. "McQueen, ya gotta listen tah me. Them Lemons, they…" Mater suddenly realized how short of breath he was and panted.

McQueen, whose expression had morphed to one of worry when Mater pushed him away, advanced closer to his friend, placing a tire over his. "Mater, what's going on? I… I'm glad to see you, but I thought you went back home after the Tokyo race, and… buddy, where've you been? Why're you in such a hurry to tell me something?"

"McQueen..." Mater said once he caught his breath. "Lightnin', Ah…" He wracked his brain, realizing with a twinge of dread that he'd never planned how to phrase it.

"Mater, c'mon, just tell me, what is it?" McQueen said, giving Mater's fender a light shove, "What's going on?"

 _"Yah gotta tell 'im. He'll die if ya dun't. Jus' tell 'im."  
_ Mater shut his eyes. He sucked in a large breath and let it out in a quick sigh. Then he opened them up and looked the one he cared the most for in the eyes.

"Ah… Ah never went home, McQueen. See, there was these spies, and they's the ones who picked me up from Tokyo."

McQueen's earnest look faltered, becoming surprised – and, when Mater analyzed it further, possibly even confused. He took his tire off of Mater's, reversing a little. "Uh… _spies?"_

"Sounds weird, but yeah, there was these two spies, both was 'British Intelligence', they's said, and they got me on their plane. They wan'ed me to be on dis mission wid 'em. They was goin' on about that there special oil fuel fer you racecars…"

McQueen blinked. "Allinol?"

Mater nodded. "Yeah, they was sayin' they needed tah…" The truck's voice trailed off. He roughly shook his cab. "Anyways, dat's not the point. You see, them British spies was tellin' me tah help them find these Lemons, y'know, the ones like Otis that never really work right, but anyways, them Lemons, they…" He swallowed.

"They're gunna kill ya."

At this McQueen reversed even further away. His bumper dropped again, his eyes growing to the size of dinner plates. He looked Mater up and down, incredulity shining in his eyes. "Mater, y… I… _What?"_ he stammered, "You… Someone wants to _kill me_?"

 _"He's listenin'."_ Mater's engine swelled again. _"He's actually_ listenin'. _"_

"Y-Yeah, McQueen, them Lemons wanna kill ya!" he carried on, gesturing with his tires as he talked, "Ah just got out of a hotel they was schemin' in, an' Ah heard ev'rythin'! They're the ones usin' dat Allinol stuff tah make the cars blow up, an' they was goin' on and on about makin' alternative fuel look bad so they can be on da top o' the oil world again! And lemme tell ya McQueen, Ah don't care who ya are, them lemons is nasty fellers! They was cheerin' when the racers exploded an' ev'rythin'! Ah was disguised as anoder tow truck, dat's how Ah got in dere, but then Ah had ta make a quick getaway through da window 'cause mah disguises stopped workin', and- "

" _What!?_ "

Mater then realized how much McQueen's expression had changed. His eyerims had furrowed. His earnest look had faded, replaced with one of disbelief. His mouth still hung open, but Mater now noticed a slight curl in his upper lip.

Mater's engine dropped to the pit of his tank. "Uh… McQueen?"

"Mater, what… what the hell are you playing at!?" In an instant McQueen replaced disbelief with fury. He jabbed a tire at the door behind Mater. "There are cars getting hurt out there, maybe even dying, and you think it's the perfect time to tell me another one of your _stories!?"_

Mater's tow cable drooped. He felt as though a meteor had just slammed into his body, shattering his frame to pieces. "No...no no, McQueen, I'm tellin' ya da truth! Ah swear Ah am!"

McQueen rolled his eyes. "Oh, come _on_ , Mater!" he growled, "British spies, them taking you along for a mission, what- what kind of idiot do you take me for!? Do you really expect me to believe that!?"

"McQueen, Ah'm not makin' anythin' up! Ah swear!" Mater pleaded. He reversed to the left, motioning towards the door. "We gotta getcha outta here. Them Lemons is probably comin' right now- "

"Mater, just stop it. Just. Stop. _It._ " McQueen's tires stabbed at the floor with each word. He forced out an angry groan through gritted teeth. "I don't care about your stupid stories right now! You were just out there. _You_ saw what was going on! Something out there is killing my friends, and you're just…!" McQueen then shut his eyes and sighed. He seemed to relax, but then he opened his eyes and Mater saw that none of his indignation had disappeared. He glared, lightly shaking his cab. "Mater, just… go back home. I don't have time for this."

With that, McQueen spun around and began driving to the other side of the room, leaving Mater still gawking at everything he'd just heard.

The truck sank low on his chassis, his tow hook nearly touching the floor now. He stared at the floor, the dreadful realization ripping through his inner framework, reducing his engine to an oily mass of parts

 _"He doesn't believe ya. Even after ya almost died so yah could warn 'im, he doesn't believe ya."_

He thought back to the last time McQueen had been that furious with him – in Tokyo, right after the first race, when McQueen had cornered him in the pits and screeched at him for messing up his shot at winning gold. All because Mater couldn't keep his mouth shut, couldn't remember McQueen could hear his every word…

 _"But… But Ah never meant fer that ta happen… Ah never meant fer anyone tah git hurt, er git mad. Ah just didn't know…"_

Mater's eyes widened as he realized.

He'd never meant for McQueen to lose. He hadn't known the consequences if he followed Holley's instructions and talked to her through his headset. Looking back on it, he'd imagined McQueen had simply stopped listening to him, or blocked him out in favor of the others' advice.

He just… _didn't know_.

And McQueen had still gotten mad at him. Made him believe he was a problem, a curse.

Mater felt a stab of something new. He'd had such a positive and casual outlook on life for so long he actually had trouble determining it; doubt? Contempt? Definitely something akin to discomfort… sadness, maybe? No, Mater knew sadness. He knew it from Radiator Springs becoming the closest it could get to a barren wasteland, and from McQueen's racing team forcing him to leave the truck and the rest of the town behind. This was something else…

Mater recalled how McQueen's eyes seemed to burn the whole time he'd been yelling at him, how it felt like, if the stock car ever got the tiniest bit angrier, his entire frame would burst into flames.

Yup. That was some definite heat rising in Mater's engine.

The tow truck thought some more; every time Mater shared with McQueen one of his tall tales, except now the most noticeable detail in those memories was the ever-present apathy – or was it _disgust_? – on McQueen's face. The rolls of his eyes, the curl of his upper lip, even when Mater gave him more respectable roles. Mater had only wanted to have fun with him, be creative with him in a way no one else had thought of.

He thought about that time McQueen had caught him tagging along during his and Sally's first date. He remembered how much sincerity he'd put into his voice as he explained to the two that he was only trying to help it go by as smoothly as possible. He'd only wanted to help out.

He thought about every time he'd been there for McQueen, his only intention to be with his friend or have a great time with him or make sure he was feeling alright or doing fantastically in his races or simply _want to help him_ …

And realized the sheer _loathing_ on McQueen's face whenever he'd glance the truck's way.

The heat within him bubbled, becoming a spark.

"Mater?"

Mater looked up. McQueen now stood in front of him, one eyerim raised. "Er, Mater? You kinda need to go, buddy. I might need to go soon."

For the first timed in his life Mater felt sickened at the sound of McQueen calling him "buddy." His own eyerims furrowed.

The spark grew into a tiny ember, wisps of flame licking at his aching engine.

That's when McQueen decided to notice the tow truck's change in expression. His face softened as he looked his friend over. He drove forwards a few tirecycles. "Um… Mater? Are you okay?"

Not even Mater could avoid feeling shocked at what happened next.

The ember burst into an inferno. The tow truck reversed suddenly, his tow cable hitting the wall behind him. He glared at McQueen, his lips curling into a snarl. His eyes burned with unshed tears, and his voice cracked a little as he blurted, "What have Ah ever done tah you!?"

McQueen started, jumping backwards a few tirecycles. He blinked a few times as he recovered from the cold question. "M… Mater? Wh… What- ?"

"Ah've never done _anythin'_ tah you!" Mater spat, "Yer mah best friend, Ah only wanna help ya! And- And if it's not that, Ah only wanna have fun witcha, or be there fer ya when ya need a good time!" He gestured wildly with his tires. "All those times we went tractor tippin', or when we was just talkin' after you finished a racin' season! Didja really enjoy those, or didja really just wanna punch me in da _face_ da whole time?"

McQueen looked as if the tow truck had just exploded right in front of him. He blinked a few times. "M-Mater, I… what are you talking about? I never - "

Mater sneered. It felt strange, even to him; it simply wasn't in his nature. But once he began his tirade, he found it hard to stop. There was just so much to get out.

"Oh yeah? What about just now? Ah've almost _died_ , McQueen! Them Lemons almost shot me tah death back there! An' then Ah get here just tah save ya, and you- !" He punched the wall beside him, his fury extending to the tips of his tires. "Yah _still_ won't listen tah me! Ah never meant fer ya tah lose in Tokyo! Yah wanna know somethin', Lightnin'? There was another car yellin' stuff at _me_ too! Ah didn't know you were listenin'! Ah betcha didn't even think 'bout that, didja?"

McQueen reeled. "U-Uh…. I-I… Mater, I…" The room grew silent, save for McQueen's stuttering as he tried to find words.

Mater had never felt like this before. But he was sure of his innocence, certain all he'd ever been since the Tokyo incident was just a free spirit turned into a scapegoat. And he'd had enough of feeling like this, feeling as though even the simplest of his mistakes would instill in his best friend nothing but hatred for him.

Only one thought ran through Mater's head:

 _"Make him realize how much he's hurt you. Make him feel the same pain."_

"M-Mater…" McQueen's shaky voice cut through Mater's thought process. The racecar looked stunned, and maybe a little scared, as he attempted to respond to the truck's accusations. "Mater, all that back in Tokyo, I just… I didn't think you... Mater, I was just _mad._ That… freaking Francesco, Mater, _he_ beat me! You've seen how overblown his ego is! He- !"

"Then you an' him must be practic'ly brothers then, _huh!?"_ Mater hissed, " _You_ couldn't find it in ya tah forgive me, even after Ah tried tah explain that it was just a mistake! Yer ego must be _damn_ overblown if yah can't even forgive yer best friend fer somethin' he never meant tah do!"

McQueen flinched, and Mater didn't blame him. He never swore, not even when he carved a painful new dent into his fender from accidentally driving into the corner of a table. But the bitterness and anger flowed through Mater's workings as if it were the oil keeping him alive.

McQueen dared to drive closer to the tow truck, whose frame now shook with every heavy breath he took. He stretched out a tire, his brows furrowed. "C'mon, Mater, just calm down. Please. You're my best friend, I'd never- "

Mater reversed again, narrowing his eyes and gritting his teeth. "You'd never _what?_ Hate me fer somethin' Ah had no control over? Wanna strangle me just fer… _existin'!?"_ Mater's voice broke on the last word. His entire frame trembled with rage. He squeezed his eyes shut, feeling a few hot tears seeping past his windshield. He opened them up again and shot McQueen yet another steel-piercing glare. "Yah never really loved me, didja!? All o' these years, you've only wan'ed me tah just _leave yer life_ , didn'tcha!? Even when yah needed someone, even after _Doc died_ , you never really needed me, now didja!? Can't have a stupid, rusted _fool_ clingin' to yer side yer whole life, can yah!?"

McQueen stared at him in horror. "M-Mater, I – "

Mater's ensuing growl made the racecar quickly clam up. The truck sighed, motioning towards the door. "Go ahead, McQueen. Go on racin'. Let them Lemons kill yah. Let 'em hurt yer racer friendseven more. Don't let yer best friend keep draggin' yah down every step o' the way, 'cause the Manufacturer forbid Ah'd ever do anythin' tah actually _help_ yah!"

Before McQueen could respond, Mater spun around and dashed through the doors, muttering under his breath, "Ah hope yah do well in London…"

He was hardly aware of McQueen's muffled protests behind him. He never even noticed the flashes of cameras in his face as paparazzi cars prodded at him, hungry for any details on the famous American racer he'd just finished talking to. Mater just kept driving until he was finally out of the sight of any other bystanders, an area in between two orange tiled buildings.

Mater sank low on his tires, letting out a long breath to release the last of his pent-up steam. His engine pounded against his cab. He stared at the red-tiled road, replaying his rant in his head, replaying the heartbroken look on McQueen's face after every sentence, every stab.

 _"He deserves it. He hurt you. He wouldn't believe ya 'bout the Lemons goin' after 'im, even after ya insisted. Just leave 'im."_

And yet, in that moment, Mater couldn't help but feel a twinge of sympathy for the race car. He could only imagine how he must feel now, after watching such a happy-go-lucky, mild-mannered friend transform right before his eyes, his carefree demeanor warped by pent-up frustration and pain, said pain flying from the tow truck through acidic words and violent body language. Mater's air filter rattled as he let out a sigh.

 _"Ah'm sorry, McQueen. Ah just… Yah just wouldn't listen tah me… Them Lemons is gonna getcha now…"_

Mater gasped then, newfound panic dashing away any thoughts of McQueen or his tirade. The mention of the Lemons made him remember the whole reason he'd escaped from them in the first place. He lifted himself from the ground, turning on his radio.

"Uh… Uh- Finn? Holley? Ah got caught, mah disguises stopped workin'. But Ah escaped, and Ah'm near the press cars now. Them Lemons, Ah found out they're gonna…"

Only static met his words. A boulder dropped to the pit of his tank. He swallowed.

"H-Hello? Holley? Finn?"

He barely had time to react as a flurry of small bodies attacked him from behind, pinning him to the ground.

Mater yelped, scrambling to pull himself from their grasp. He felt an overwhelming stickiness smeared onto his lips, extinguishing the scream he'd been preparing. He squirmed under the small weights, trying to kick with his tires, to lash out with his tow hook, but his attackers held those down fast. He whipped his cab from side to side, screeching muffled cries into whatever was gagging him, trying desperately to shake them off.

Then Mater's struggles died as a certain voice, soaked in a heavy German accent, tut-tutted against his eardrum, causing his oil to run cold.

"So you really care for zat racecar? Pity he did not heed your warning…"

~x~

Lightning McQueen stared at the looming doors, still reeling from what he'd just witnessed. He turned around, his gaze now fixated on the polished floor. His mind raced.

He never though he'd see the day Mater – Tow freaking _Mater,_ for Pete's sake – would lash out at someone like that. No, not just someone. _Him._

McQueen thought back to almost every previous interaction with the tow truck, and realized with a pang how right he was; no matter what they did, be it tractor tipping, chatting about their town or racing or even Doc, or his stupid – no, they're not, McQueen immediately corrected himself – tall tales, the race car always had a feeling of discomfort sitting in the pit of his tank. And now, after seeing all _that,_ he couldn't fathom why he'd ever felt that way around him.

One memory stood out to McQueen: he and Mater sitting on a cliff near Willie's Butte, the stock car brought down to tears, pushing his grill into the tow truck's fender to smother his crying. And Mater had held onto his tire as they both grieved over the dark blue Hudson Hornet they'd come to think of as a father. McQueen remembered how neither of them had said anything, how their embrace was all they needed. He also remembered the earnest, caring look in Mater's eyes as he realized that his best friend had tears in his eyes, and then rushed up to see if he were alright.

His earnestness. His loving nature. His need to always be by someone's side.

McQueen's engine ached. He sighed, "Mater…"

"Yo, Lightnin'?"

McQueen jumped a little at the new voice, reversing to find out who it belonged to.

Ramone stood in the doorway, one brow arched. He motioned a tire towards the crowd of cars behind him. "Hey man, we're all ready to go, and you're holdin' us up! You ready to head out, man?"

"Uh… Y-Y-Yeah, Ramone, don't worry. I'm coming."

The Impala nodded and reversed, making way for the racecar.

But as he headed back with the others to prepare for London, McQueen realized all he wanted to do was see Mater one last time. Because he had quite a few words he needed to say to him.

 **So how was that, guys? If Mater seemed a little out of character,** _ **please**_ **tell me so I can make his rant sound a bit more like him (even though I seriously think I did a pretty good job on the characterization…).**

 **Also, would anyone want me to write a bonus scene for this about McQueen apologizing to Mater? Cause I'd love to write it :3**

 **One last thing: would anyone want to read a dystopian** **Cars** **fic? Cause I have an idea for that becoming one of my next** **Cars** **stories. Let me know in the reviews!**

 **Until my next fic, I am PixelEm. Have a beautiful day everybody ;3**


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